NEC Announces the Strengthening of Corporate Governance and Executive Personnel Changes

Tokyo, April 28, 2011 - NEC Corporation (NEC; TSE: 6701) announced today the establishment of a Nomination and Compensation Committee, the streamlining of its board of directors and the appointment of chief officers in order to strengthen its corporate governance.

 

Based on these developments, the NEC board of directors approved today the appointment of board members and auditors, which will become effective following the adoption of the resolutions at the ordinary general meeting of shareholders in June 2011. The appointment of corporate officers will become effective on July 1, 2011.

 

Details on strengthening corporate governance and executive personnel changes are as follows:

 

1. Strengthening the reliability of corporate governance

In recognition of the fact that reliable corporate governance is essential to the maximization of corporate value, which embodies the company's value for all its stakeholders, including shareholders, customers and employees, NEC is committed to strengthening its corporate governance practices through:

1) Assurance of transparent and sound management

2) Realization of prompt decision-making and business execution

3) Clarification of accountability

4) Timely, appropriate and fair disclosure of information.

 

In accordance with this recognition, NEC newly adopts three measures:

 

1) Establishment of a Nomination and Compensation Committee

NEC established a Compensation Committee in order to make the remuneration system for directors and corporate officers more transparent. In advance of this personnel change, NEC reformed the Compensation Committee and established the Nomination and Compensation Committee in order to add functions for the nomination of directors and corporate auditors. The aim of the Nomination and Compensation Committee is to improve transparency of the nomination system of directors and corporate auditors with clarification of accountability.

 

The Nomination and Compensation Committee consists of five members that include three outside directors, one of which is the chairperson of the committee.

 

2) Streamlining of the Board of Directors

NEC's current board of directors consists of fifteen members, and has five outside directors as provided under Item 15, Article 2 of the Company Law of Japan. On this personnel change, the number of directors decreases to thirteen and the number of outside directors stays at five following the adoption of the resolutions at the ordinary general meeting of shareholders in June 2011. NEC strives to further assure transparent and sound management through considerable board meeting deliberation. In addition, with further delegation of the substantial authority of the board of directors to corporate officers, NEC aims to realize prompt decision-making and business execution.

 

3) Appointment of Chief Officers

NEC appoints chief officers who initiate cross-organizational strategy, promote NEC’s corporate and group initiatives and lead business unit operations in order to realize NEC’s Group Vision 2017. In this executive personnel change, the board of directors will consist of the Chairman of the Board, President, six chief officers and five outside directors, aiming to further reinforce the board of director’s supervisory functions and assure transparency and sound decision-making through considerable board meeting deliberation from a group-wide point of view.

 

2. Executive Personnel Change

 

1) Members of the Board

(Effective following the adoption of the resolution at the Ordinary General Meeting of Shareholders in June, 2011)

 

New Members of the Board

Name and Current Title	New Appointment
Takashi Niino, Senior Vice President	Senior Vice President and Member of the Board
Isamu Kawashima, General Manager, Corporate Controller Division General Manager, Internal Control over Finance Reporting Division	Member of the Board
Masayuki Oku, Chairman of Sumitomo Mitsui Financial Group, Inc.	Member of the Board

Retiring Members of the Board

Name	Current Title
Takao Ono	Executive Vice President and Member of the Board
Takemitsu Kunio	Senior Vice President and Member of the Board
Takuji Tomiyama	Senior Vice President and Member of the Board
Manabu Kinoshita	Senior Vice President and Member of the Board
Toshio Morikawa	Member of the Board

Note: Takemitsu Kunio and Manabu Kinoshita will continue to be Senior Vice President.

2) Auditors
(Effective following the adoption of the resolution at the Ordinary General Meeting of Shareholders in June, 2011)

New Auditor and Current Title	New Appointment
Takao Ono, Executive Vice President and Member of the Board	Corporate Auditor
Hideo Yamada, Professor, Waseda University, Graduate School of Commerce	Corporate Auditor

Retiring Auditor	Current Title
Kenji Seo	Corporate Auditor
Shinichi Yokoyama	Corporate Auditor

3) Corporate Officers (Effective as of July 1, 2011)

Changes in Executive Appointments

Name and Current Title	New Appointment
Toshiyuki Mineno, Senior Vice President and Member of the Board	Executive Vice President and Member of the Board
Takayuki Morita, Associate Senior Vice President	Senior Vice President
Tomonori Nishimura, Associate Senior Vice President	Senior Vice President
Shunichiro Tejima, Associate Senior Vice President	Senior Vice President
Takaaki Shimizu, Associate Senior Vice President	Senior Vice President

New Corporate Officer Appointments

Name and Current Title	New Appointment
Hiroshi Higashihara, General Manager, Manufacturing and Process Industries Sales Division	Associate Senior Vice President
Koji Suzuki, General Manager, Distribution, Service and Transportation Industries Sales Division	Associate Senior Vice President
Kiyofumi Kusaka, Chief Executive Officer, NEC Asia Pacific Pte. Ltd.	Associate Senior Vice President
Isamu Kawashima, General Manager, Corporate Controller Division General Manager, Internal Control over Finance Reporting Division	Associate Senior Vice President and Member of the Board

Note: Kiyofumi Kusaka will continue to be Chief Executive Officer, NEC Asia Pacific Pte. Ltd.

Retiring Corporate Officers

Name	Current Title
Takuji Tomiyama	Senior Vice President and Member of the Board
Tadashi Higashino	Senior Vice President
Noboru Wakita	Associate Senior Vice President

Chief Officers
(Effective as of July 1, 2011)

CMO (Chief Marketing Officer)	Toshimitsu Iwanami, Senior Executive Vice President and Member of the Board (Representative Director)
CIO (Chief Information Officer)	Yukihiro Fujiyoshi, Senior Executive Vice President and Member of the Board (Representative Director)
CSCO (Chief Supply Chain Officer)	Junji Yasui, Executive Vice President and Member of the Board
CGBO (Chief Global Business Officer)	Toshiyuki Mineno, Executive Vice President and Member of the Board
CSO (Chief Strategy Officer)	Takashi Niino, Senior Vice President and Member of the Board
CFO (Chief Financial Officer)	Isamu Kawashima, Associate Senior Vice President and Member of the Board

Executives in Charge of Business Units
(Effective as of July 1, 2011)

Sales Business Unit	Manabu Kinoshita, Senior Vice President
International Sales and Operations Business Unit	Takayuki Morita, Senior Vice President
IT Services Business Unit	Takaaki Shimizu, Senior Vice President
Platform Business Unit	Masato Yamamoto, Senior Vice President
Carrier Network Business Unit	Shunichiro Tejima, Senior Vice President
Social Infrastructure Solutions Business Unit	Tomonori Nishimura, Senior Vice President
Personal Solutions Business Unit	Takemitsu Kunio, Senior Vice President

Reference

Appointments after retirement

Takuji Tomiyama	President, NEC System Technologies, Ltd.
Tadashi Higashino	Advisor
Noboru Wakita	Advisor

Please see the attachment for brief biographies of the newly appointed Members of the Board and Corporate Auditors.

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About NEC Corporation

NEC Corporation is a leader in the integration of IT and network technologies that benefit businesses and people around the world. By providing a combination of products and solutions that cross utilize the company’s experience and global resources, NEC’s advanced technologies meet the complex and ever-changing needs of its customers. NEC brings more than 100 years of expertise in technological innovation to empower people, businesses and society. For more information, visit NEC at http://www.nec.com.

 

NEC is a registered trademark of NEC Corporation. All Rights Reserved. Other product or service marks mentioned herein are the trademarks of their respective owners. ©2011 NEC Corporation.

 

ATTACHMENT:

 

Brief biography of newly appointed Senior Vice President and Member of the Board:

Name: Takashi Niino

Date of Birth: September 8, 1954

Place of Birth: Fukuoka Prefecture, Japan

Education:

Mar 1977: Graduated from Faculty of Engineering, Kyoto University

Business Career:

Apr 1977: Joined NEC Corporation

Apr 2004: Executive General Manager, 2nd Solutions Sales Operations Unit

Apr 2005: Senior General Manager, 3rd Solutions Operations Unit

Apr 2006: Executive General Manager, Financial Solutions Operations Unit

Apr 2008: Associate Senior Vice President,

Executive General Manager, Financial Solutions Operations Unit

Aug 2008: Associate Senior Vice President

Apr 2010: Senior Vice President (to present)

 

Brief biography of newly appointed Associate Senior Vice President and Member of the Board:

Name: Isamu Kawashima

Date of Birth: February 20, 1959

Place of Birth: Hokkaido Prefecture, Japan

Education:

Mar 1981: Graduated from Faculty of Business and Commerce, Keio University

Business Career:

Apr 1981: Joined NEC Corporation

Apr 2009: General Manager, Corporate Controller Division

Jul 2010: General Manager, Corporate Controller Division

General Manager, Internal Control over Finance Reporting Division (to present)

 

Brief biography of newly appointed Member of the Board:

Name: Masayuki Oku

Date of Birth: December 2, 1944

Place of Birth: Kyoto Prefecture, Japan

Education:

Mar 1968: Bachelor of Law, Kyoto University

May 1975: Master of Law, University of Michigan Law School

Business Career:

Apr 1968: Joined the Sumitomo Bank, Limited (present the Sumitomo Mitsui Banking Corporation, the ”Bank”)

Jun 1994: Director of the Bank

Nov 1998: Managing Director of the Bank

Jan 2001: Senior Managing Director of the Bank

Dec 2002: Senior Managing Director of Sumitomo Mitsui Financial Group, Inc.

Jun 2003: Deputy President of the Bank

Jun 2005: President and Chief Executive Officer of the Bank

Chairman of Sumitomo Mitsui Financial Group, Inc. (to present)

Mar 2011: Resigned from President and Chief Executive Officer of the Bank

 

Brief biography of newly appointed Corporate Auditor:

Name: Takao Ono

Date of Birth: July 4, 1948

Place of Birth: Saitama Prefecture, Japan

Education:

Mar 1972: Graduated from Faculty of Business Administration, Yokohama National University

Business Career:

Apr 1972: Joined NEC Corporation

Oct 2002: General Manager, Corporate Controller Division

Apr 2004: Vice President,

General Manager, Corporate Finance and IR Division

Apr 2006: Associate Senior Vice President,

General Manager, Corporate Finance and IR Division

Oct 2006: Associate Senior Vice President,

General Manager, Internal Control Division,

General Manager, Corporate Finance and IR Division

Apr 2007: Senior Vice President,

General Manager, Corporate Finance and IR Division

Jun 2007: Senior Vice President and Member of the Board

Apr 2010: Executive Vice President and Member of the Board (to present)

 

Brief biography of newly appointed Corporate Auditor:

Name: Hideo Yamada

Date of Birth: February 23, 1955

Place of Birth: Tokyo, Japan

Education:

Mar 1978: BA, Keio University, Faculty of Literature

Mar 1981: MBA, Keio University, Graduate School of Business Administration

Feb 2003: Ph. D, Waseda University

Business Career:

Apr 1978: Joined Mitsukoshi Ltd.

Mar 1979: Left Mitsukoshi Ltd.

Apr 1981: Joined Mitsubishi Research Institute Inc.

Mar 1989: Left Mitsubishi Research Institute Inc.

Apr 1989: Joined Waseda University, Systems Science Institute

Apr 1997: Professor, Waseda University, Systems Science Institute

Apr 2007: Professor, Waseda University, Graduate School of Commerce (to present)